


Desperation

by dridri93



Category: Star Wars: The Clone Wars (2008) - All Media Types
Genre: Anal Sex, Bottom CC-2224 | Cody, Clonecest, Hurt/Comfort, M/M, Office Sex, Porn with Feelings, Rimming, Top CT-7567 | Rex
Language: English
Status: Completed
Published: 2020-09-12
Updated: 2020-09-12
Packaged: 2021-03-06 16:07:21
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 6,093
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26431636
Author URL: https://archiveofourown.org/users/dridri93/pseuds/dridri93
Summary: Cody comes to him after a "rough" employment, needing the reminder that he made it. Rex can do nothing but oblige his cyare, no matter the somewhat inconvenient location.
Relationships: CC-2224 | Cody/CT-7567 | Rex
Comments: 17
Kudos: 168
Collections: Captain Rex Stuff





	Desperation

**Author's Note:**

> This was all inspired by a piece of fanart by (I think) morn-art on Tumblr, although the art has nearly vanished entirely from the Internet and morn-art was caught in the 2018 Purge; I've embedded the image at the bottom. I saw bottom Cody and the desperation on his face and knew I needed to write how they got there. 
> 
> This is the most explicit thing I've ever written. Enjoy! (I know I did.)

The 212th got back to Coruscant a day after the 501st. Rex heard rumbles in the barracks about a rough engagement, but what engagements weren’t these days?

He listened more closely to reports that mentioned a certain Marshall Commander, held his breath until he realized the verbs were still in present tense. Still alive. Coming back.

When his office door chimed in the late afternoon, only an hour after the 212th came planetside, he didn’t expect to see Cody standing just outside, almost leaning into the door and off-balance now that the door’s support had been swept away. He _certainly_ didn’t expect to see Cody’s armor still plastered with mud (and probably worse) in the cracks in his greaves, in the crevasses of his boots. Soot blackened the crown of his helmet, looking like it hadn’t been scrubbed off in days.

Rex was beginning to get the feeling that the GAR scuttlebutt hadn’t managed to get the full scope of how _rough_ the 212th’s last deployment was. But that was beside the point. Right now he had more pressing things to think about, like –

“ _Cody?_ ” he asked, starting to stand. He’d stripped the upper half of his armor off in the security of his office. It felt safe here, in the way few places did in the galaxy.

“ _Rex_ ,” Cody breathed, loud enough that his helmet modulator picked it up and turned it into a hiss, ending on a hitched breath. Cody took a stuttering step into the office and Rex unstuck his boots from the duracrete floor to offer his shoulder.

The door swished shut behind them, and Rex had just enough presence of mind to reach over and flick the privacy light on and the lock latched. The 501st had likely already seen Cody in front of his door and would look the other way, but certain habits were ingrained.

There weren’t exactly many places to let Cody rest, so Rex lowered him into his office chair, spun away from his desk and facing out into the room. The way Cody let him steer them both – Rex needed to get his bucket off, because Cody wasn’t one to be _passive_.

Cody slumped into the chair and Rex knelt down on the floor in front of him and reached up to unseal his helmet. He tried to meet Cody’s eyes through the visor but didn’t get the sense that he did.

Cody didn’t break his wrist for pulling off his bucket without his permission, so Rex considered it a win. He caught his breath as Cody’s face was revealed to the half-light of his desk lamp and the dimmed lights overheard.

Cody’s face was streaked with tears, old and new, his eyes puffy. His scar stood out in sharp relief against his waxy skin and bags hung under his eyes. Cody wouldn’t meet his worried gaze, staring at the floor and his helmet in Rex’s hands.

Rex set the helmet gently onto his desk next to his own and asked, “Cody, _cyare_ , what _happened_?”

Cody shrugged, finally meeting his eyes. Rex reached up to cradle his cheek in his palm, wiping a fresh tear from under his eye with his thumb. Cody turned into the contact, pressing into it until Rex had to push back to keep Cody upright.

Cody breathed out. “You know how it goes,” he said into Rex’s wrist like it would muffle the pain under his dull voice. “You go out with your men, and you come back without them.”

Rex sucked in a breath. He leaned up, supporting himself with his other hand on the armor over Cody’s thigh, pressing his forehead into Cody’s, holding him there with his hand on his cheek, closing his eyes. He felt Cody shiver minutely against him, breathed. “Yeah,” he said, “I know how it goes.”

Cody pressed in further, realigning until his lips were pressed against Rex’s, chaste. Rex could still feel the shivers in his _cyare_ , vibrating his whole body.

Cody didn’t move for a long moment, breathing against Rex’s lips, and Rex held him there. Held him together. Rex tasted salt in the corner of his lip and smoothed his thumb back over Cody’s cheek, humming, trying to soothe.

Cody pulled back, keeping their foreheads pressed together like a promise. “Rex,” he said, something bleeding into his voice below the grief.

“I’m here, _cyare_ ,” Rex replied, his off hand reaching up to cup Cody’s neck. “I’m here.” Cody softened under his hand for a moment before tensing and _pressing_ into the weight.

“ _Rex_ ,” Cody said, high and tight, his own hands finally coming up to grasp at Rex. His neck, the curve of his skull, his shoulder, anywhere Cody could reach. Like he was looking for proof of Rex’s words.

“I’ve got you, Cody,” Rex said, keeping his hand heavy behind Cody’s neck, grounding. He opened his eyes to find Cody’s staring into him. He met Cody’s gaze firmly, letting the hand not on Cody’s neck drift down to his armored shoulder, pressing enough to be felt but not enough to hurt. “I’ve got you.”

Cody blinked, long and slow, almost-but-not-quite slumping into Rex’s hold. Rex made to pull back but stopped when Cody pressed forward to close the gap, almost knocking their skulls together.

“Easy, _cyare_ ,” he hushed, letting his voice drop into the rumble he knew Cody loved, “easy. I’m not going anywhere.” He rubbed the unarmored patch just below Cody’s pauldron, keeping his other hand rock-solid on Cody’s neck, and pulled slowly back. Cody still swayed as if to follow but didn’t lunge as he had.

“Rex?” Cody asked, looking at him, eyes shadowed, still shaking minutely.

“Let’s get your armor off,” Rex said to answer the unspoken question. “C’mon, you’ll be more comfortable out of all this.”

“’S safe,” Cody mumbled, still releasing Rex’s shoulder to fumble at his opposite vambrace.

Rex knew the feeling. But still – “It’s just as safe here, _cyar’ika_ ,” he soothed, reaching for the clasps of Cody’s chest- and backplate. “Just us, here.”

Cody hummed noncommittally, but he managed to strip his left arm as Rex worked down his right, moving his hand from Cody’s neck to a quiet sound of dismay. Rex smoothed his hand down Cody’s chest, just blacks separating them now, and Cody sucked in a breath, eyes squeezing closed.

“ _Cyare_?” Rex asked, reaching back up to Cody’s neck, to that stable point of contact, his other hand still on Cody’s side. “Are you injured? Should I get Kix in here?” He didn’t press down, didn’t want to hurt Cody more –

“ _No_ ,” Cody said, “No, no, I’m not injured, just – Rex, _please_.”

“ _Udesii_ , _cyare_ , I’m still here.” Rex made to move his hand from Cody’s neck and Cody _whined_ , like he’d rarely heard him sound. He aborted that motion and instead moved his other hand to grip Cody’s shoulder. “What can I do, Cody, _cyare_ , how do I help?”

Cody’s eyes flashed open, meeting his, and Rex _recognized_ that fire, knew it intimately. “Prove it,” Cody challenged. He pressed back into Rex’s grip on his neck, Rex tightening his hold on reflex, and Cody’s eyes fluttered closed on a sigh. They eased back open at Rex’s stillness, half-lidded.

Rex’s tongue was heavy in his mouth, still working through the whiplash. He managed to ask, “Prove what?” as his off hand slipped from Cody’s shoulder to his hip, just over his belt. Cody was warm under his hand.

“Prove that you’re _here_ ,” Cody said, pushing his neck back into Rex’s hand to get him to tighten his grip again. Rex watched him breathe through it, watched Cody go boneless in that specific way he had that spoke of coiled readiness to push back. Cody met his eyes and Rex saw a flash of vulnerability, glistening grief, as Cody breathed, “Prove that _I’m_ here, Rex.”

Rex sucked in a harsh breath, letting his hand clench and release on the back of Cody’s neck, watching Cody’s eyes go half-lidded and intent. “Okay, _cyare_ ,” he whispered.

Cody hummed, his own hands coming up to grip at Rex’s shoulders, his neck, the back of his head. “Kiss me,” Cody said, voice low, and Rex could do nothing but oblige him.

Rex had wanted to start slow, to try and ease Cody into it. He kissed Cody softly, pressing his lips to Cody’s, keeping his sharp edges sheathed.

Cody responded by sinking his teeth into Rex’s lower lip and _tugging_ , teasing, sucking, before releasing and Rex opened his eyes to find Cody daring him to comment, tongue coming out to flick over Rex’ lips. Rex let a growl rumble in his chest and darted in when Cody’s lips relaxed in a quiet, heated gasp. Rex gasped for breath when he could and bit at Cody’s lower lip in retaliation, relishing the hum Cody rewarded him with.

He pulled back to breathe, hand tight on Cody’s neck to keep him seated, and said, “So that’s how it is?”

Cody grinned at him, a twist to the corners, and said, “That’s how it is.”

“So be it,” Rex growled as he lunged back in, using his grip on Cody’s neck to move him so he could get his mouth on Cody’s jawline. He tasted clean, nothing like the dirt and muck and stale sweat Rex expected based on the condition of his armor.

He pulled back. “You showered?”

Cody looked up at him. “’Course,” he rasped. “Clean as my decanting day.”

Rex grinned and reach for Cody’s lower half. Cody fumbled to help him, and together they stripped Cody of his armor, letting it fall to the side and leaving Cody in his blacks. Rex palmed the bulge between Cody’s legs then, feeling the heat and listening to Cody groan, an answering heat kindling in his own belly.

“Blacks off, _cyare_ ,” he rumbled, and Cody shifted to pull off his uppers, letting the sinuous length of his torso catch the dim light and shine burnished bronze. His scars stood out, ropy knife wounds and flecks of shrapnel and the occasional pockmark of a blaster burn that wasn’t given bacta in time, and Rex almost missed the bruise on his side.

“Now why didn’t you tell me about this, _cyar’ika_ ,” Rex asked, leaning down and tracing around the bruise, trying to feel for broken or cracked ribs. He felt Cody flinch away and stilled, looking up.

Cody glared mulishly down at him. “It’s just a _bruise_ , Rex, stop coddling me like a fresh shiny.”

Just for that, Rex sealed his lips around Cody’s nipple and sucked, feeling Cody groan and press into him. He bit his way down Cody’s chest, not hard enough to leave marks but hard enough to be felt, asking between each bite – “Does – this – feel – like – coddling – to – you – _Cody_?” He sunk his final bite into the curve of Cody’s hipbone, just above the line of his blacks, and worried at the skin to bring up a mark.

“Kark, _Rex_ ,” Cody moaned, hand falling to the back of Rex’s head as if to keep him there.

Rex hummed encouragement as he got his hand under Cody’s hips to encourage him to lift up. When he had the clearance, he popped the seal on Cody’s blacks and started peeling them down his hips. Cody groaned from deep in his chest when the pressure of his blacks released, his cock standing almost fully erect. With every new inch of skin revealed, he left a mark on Cody’s hip, pushing back against Cody’s desperate tugs, wanting this to _last_.

When Cody’s blacks cleared his ass, Rex pulled back and tugged them the rest of the way off, Cody collapsing into the desk chair half hanging off, staring down at Rex between his legs with heat in his eyes.

Rex wanted _skin contact_. He wanted to _take_ , if Cody wanted to give. He eyed the way Cody balanced just on the edge of the seat as he stripped off his own upper blacks, taking his place between Cody’s legs. Cody groaned and tossed his head back when Rex pulled his legs over his own shoulders and sunk his teeth into Cody’s inner thigh with a moan. “ _Rex_ ,” Cody moaned, “Stop _teasing_ , _please_.”

“Patience, _cyare_ ,” Rex said after sucking a deep red mark and pulling back to inspect his work. “Let me take care of you.”

With that, Rex bit another mark into Cody’s inner thigh, closer to where Cody _wanted_ him, worrying at the skin to the sweet sound of Cody’s moans. Cody’s thighs tightened around him and he moaned deep in his chest.

Gods, he could spend his life here. Sinking his teeth into, flicking his tongue over, caressing Cody’s skin.

Cody’s hand came down and _shoved_ at Rex’s head, pushing him into Cody’s cock, blood-hot on his cheek. Rex rumbled a laugh and pressed a closed-mouth kiss to the soft skin, hearing Cody gasp and feeling his hips rock toward him. Rex flicked his tongue out for a taste – nothing but skin and the barest hint of salty sweat.

Rex kissed his way up Cody’s cock, flicking his tongue out randomly to make Cody jump and gasp, before sealing his lips over the head and sucking hard, just once.

The groan that pulled out of Cody was music to Rex’s ears.

Rex swirled his tongue around the head, flicking it against the underside and moving with Cody’s hips as he bucked into Rex’s mouth. “Rex–” Cody moaned, hand flexing against the back of Rex’s head.

He pulled back to check in and Cody tried to follow him, hips flexing up. Rex pressed Cody back down and asked, “You okay, Codes?”

“Why’d you _stop_ ,” Cody asked, flexing into Rex’s hand on his hip. “C’mon, Rex, _cyare_ , please–”

“Easy now, easy,” Rex soothed, rubbing his hand over Cody’s hip to try and settle him, wanting this to last longer than just a suckjob.

He’d forgotten about the marks he’d bitten into Cody’s hipbone. The pressure of his hand against them made Cody groan from deep in his chest and roll his head back, press his hips into the pain. _Gorgeous_ , Rex thought, the light playing over Cody’s skin, his chest solid, shadows deep in the valley of his pecs. Rex pressed down again, because he could, and watched a tendon in Cody’s neck stand out as he moaned and writhed toward Rex.

“Little gods, Cody,” he breathed, “the things I could do to you.”

Cody flexed again, consciously this time, tilting his head to stare down at Rex with a challenge. “So why are you just – sitting there?” he gasped, voice breaking as he pressed once more into the heavy weight of Rex’s hands.

Rex hummed. “You got anywhere you need to be?” he asked, “Because I _could_ just give you the suckjob of your life–” Cody’s hips pressed forward again “– _or_ I could fuck you quiet.” With that choice given, Rex lunged forward to suck Cody’s cockhead into his mouth, catching a bead of precum and circling the head with his tongue, then pulled off and went lower, pressing his cheek to the inside of Cody’s thigh and his lips millimeters from Cody’s perineum.

Cody gasped for breath like it had been punched out of him. “Oh, _fuck_ , fuck me,” he moaned

“That what you want?” Rex asked, looking up at Cody, barely managing to keep from pressing a teasing kiss to the skin just under his lips.

“Yes, _please_ ,” Cody answered, “Need to feel you, Rex, please–”

“Easy, _cyare_ , I’ve got you,” Rex said. “Gonna give you everything you need.” His codpiece and blacks were getting _distinctly_ uncomfortable, but Rex still wanted to make this last, to ground Cody as Cody had grounded him before. “Slick is in the top drawer to your right,” he added, pulling up on Cody’s hips to get him where he wanted him, pressing soft kisses to the tempting skin of Cody’s cock and inner thighs.

Cody rustled through the drawer and crowed, “Ha!” when he got his hand on the tube of slick Rex kept in his office for just this situation. Not that it was _common_ , but, well, he’d never been accused of being unprepared and he wasn’t looking to start now. Rex took the tube from Cody and placed it by his knee.

He’d need that in a little while but for now – he had _other_ plans involving Cody’s ass, especially since Cody had been kind enough to shower.

Cody made a questioning noise when Rex pulled Cody even further out of the chair, his ass entirely hanging in open air support by Rex’s hands, until he caught on. Then he moaned and grabbed for the chair arms to give them both some leverage.

Rex hummed approval and mouthed at Cody’s balls, pressing wet kisses to the soft skin. He nosed lower, holding Cody’s cheeks apart, still pressing those wet kisses to any skin he could reach. It sounded like Cody had pressed a hand over his mouth – that wouldn’t do.

He pulled back to a muffled, disappointed whine and said, “ _Cyare_ , let me hear you. We’re safe here.”

Cody dropped his hand back to the arm of the desk chair, and as a reward Rex leaned back down and licked a long stripe from Cody’s taint up, letting his cock brush by his cheek, fever-warm. Cody’s groan at that started deep in his chest, and Rex felt Cody’s thighs tighten around his head.

Little gods, he could never get enough of this. But Cody _needed_ him, he could tell by the tenseness in his thighs and his grip on the chair, so (as much as he loved to tease Cody when he could) he bent down to start working his _cyare_ open.

He resettled Cody’s weight across his shoulders, feeling Cody brace on the armrests above him, and had enough leverage to free one of his hands to feel for the tube of slick that he’d put down – there. He flicked the cap open with one hand, messily coating his fingers – thank _ka’ra_ for duracrete floors – and reached up to start warming Cody up, teasing along his crack, letting him feel the coolness of the slick. He tongued Cody’s hole, pressing his tongue into the muscle to soften it, press-press-prod, varying the pressure to Cody’s obvious enjoyment – and impatience – above him.

He didn’t think Cody would accept taking it _slow_ , but the last thing he wanted to do was hurt his _cyare_ unless they’d talked it over _thoroughly_ beforehand. So he ignored Cody’s pleas of “ _more_ ” and “ _harder_ , kark you, Rex, I can take it.” When Cody squeezed down with his thighs, Rex pulled away to sink a bite into the meat of it in retaliation and Cody nearly went limp around him, wheezing a groan. “ _Please_ , Rex,” Cody said, not quite begging by the banked fire in his eyes, but getting closer than he usually did. “I can take it, I _need_ it. Need to feel you.”

“Okay, _cyare_ , I hear you,” Rex soothed, wishing he could move his other hand to soothe down Cody’s flank. He settled for pressing butterfly kisses down Cody’s inner thigh, finally moving his finger to press against where Cody wanted him. He smoothed the slick across the spit-wet skin, making sure everything was good and wet, before trying to press inward.

Cody whined when his finger was swallowed to the first knuckle, and Rex could feel the tightness in the muscle from Cody having to brace to keep himself bared. “Let me take your weight, _cyare_ ,” he said lowly. “Relax and I’ll be in you that much faster.”

Cody moaned an affirmative and slowly relaxed his core, lowering his body to rest half-on the chair, and Rex braced to take more weight across his shoulders. He hoped to whatever gods were listening that the chair didn’t roll and cursed his own impatience for putting Cody here. But here they were and his finger was swallowed in molten heat to the first knuckle, feeling that strangling tension slowly release.

“Good, you’re doing so good, _cyare_ ,” he hushed, “So good, Cody. Look at you, so strong for me, so good for me.” He ran a series of quick nips down Cody’s other thigh, ending with a lick up Cody’s cock to catch the dripping precum as he pressed inward again, feeling his finger glide deeper with ease. “Opening so good for me, _ner mesh’la cyare_ , that’s it. I’ll give you what you need.”

Cody whined, present enough not to tense and shove himself down and throw them both off balance but still pressing inward with his thighs. Rex nipped him again in reproach. “More, Rex,” was all he managed to say before Rex pressed up with a second finger, feeling the give. The rest of Cody’s words were swallowed by his groan as he obviously held himself back from pressing down.

Rex groaned a reply into Cody’s thigh, muttering, “That’s it, just like that.” He pressed deeper, feeling Cody open around his fingers, and hummed approval against the soft skin of Cody’s cock. He slowly started thrusting, pulling his fingers apart and scissoring them to make sure Cody was ready for him. Cody’s heat makes his codpiece feel _incredibly_ tight, but he didn’t have the hands free to unbuckle now. It was keeping him from shooting off early, too.

Cody looked down and met Rex’s eyes, burning gazes locked, and the codpiece almost wasn’t enough to compensate for the lance of heat that shot through his gut when Cody demanded, “Are you going to fuck me or not, _Captain_?”

Well. If _that_ was how Cody was playing things.

He pulled away from Cody’s cock and let a smirk twist his lips just so, knowing it made Cody weak in the knees, and pressed his fingers as far apart as he could. “I’ll fuck you when you’re _ready_ ,” he said, voice level enough. “And you’ll take it, won’t you?” He kept his eyes locked to Cody’s as he dipped to lick a long stripe from root to tip, tasting salty precum and sweat. He sucked on the tip, just once, feeling Cody tense around his fingers, simultaneously pressing as deep as his hand would let him. Cody’s moan, head tipping back, sent a shiver down his spine and he popped off Cody’s cock with his smirk firmly in place. “Just like that,” he said.

He felt around Cody’s hole, feeling the give and pulling out his two fingers to replace them with three. They slid in with the barest resistance and Cody gasped, “Just _fuck me_ , I can take it.”

Rex thought of himself as a man with restraint. A man who could hold back, tease his cyare to his breaking point and past it, who could _resist_ the temptation of Cody begging – or as close to begging as he’d ever get – for his cock. But Rex looked up the long expanse of Cody’s body to meet his cyare’s eyes and felt scalded by the heat there. The need. And who was Rex to deny him? Especially when his cock _throbbed_ behind his codpiece, still somehow sealed to his blacks?

With a few more pumps of his three fingers inside Cody and a brush to his prostate that made Cody grit out a moan, Rex pulled out. He didn’t have the hands to pull off his codpiece, but surely if he got Cody on his feet he’d be able to –

Rex stood, letting Cody’s legs fall to his waist. There, they tightened around him like a vise, Cody lunging upward with a growl to loosen his belt, letting it and his still-holstered deecees dangle around his hips. His codpiece and skidplate hit the floor as Rex instinctively grabbed at Cody’s back, supporting him, and spun to land in the desk chair himself.

He _refused_ to fuck on the floor. His desk was an option, but the datapads were _breakable_ and he didn’t want to have to explain to anyone what happened to them.

Cody landed with his thighs spread over Rex’s. Rex spun him so Cody's back met his chest, feeling the bare, lube-wet skin of Cody’s ass against his cock – and _when_ had Cody managed to open his blacks – and had to suck in a groan. _Gods_ , but he wanted. Rex dug his teeth into the junction of Cody’s neck and shoulder and _bit down_ to hold back the noises he wanted to make, and Cody threw his head back as much as he could with a hiss.

Rex pulled back to check on him, but Cody threw his weight back against Rex’s chest, sliding his ass against Rex’s dick, lube slicking all over the front of his open blacks, as he growled, “Don’t _stop_ ,” before lifting himself over Rex’s cock. Rex slid a hand between them to help and – there – he slipped into Cody with a growled sigh, wet heat enveloping him.

“Oh, _Cody_ ,” he said into Cody’s neck, pressing sloppy kisses into his skin. “ _Fuck_ , cyare.” He heard Cody whine as he tried to lift himself to fuck himself back on Rex’s cock, but Cody didn’t quite have the leverage with his thighs spread and all he did was _clench_.

It was all Rex could do to leave another bite on Cody’s shoulder, higher than the first, right under where his blacks would end. He peppered soft kisses over the mark as he tried to _move_ , to give them both what they wanted. What they needed.

All he could manage was a short grind up-and-in and _oh_ , it felt like fireworks behind his eyes but he knew it wasn’t enough for either of them. He tried to plant his feet and the _damned_ chair rolled, and rolled, and Cody huffed a laugh in between the punched-out noises he’d make whenever Rex shoved up.

“We – ah – didn’t think this through,” he said, and Rex growled because he _wanted_ this and Cody was warm and heavy and tight and soft and _present_ over him. He ground upward again, abs starting to get sore, and Cody growled out, “Fuck, there–!” as he finally found his target.

The chair rolled into something solid as he tried to replicate that movement and Rex took a moment to thank GAR Requisitions for building such sturdy _karking_ desks because now he could _brace_. He planted his arms on the chair’s arms, his boots on the floor, and _thrust_ upward into Cody.

Cody threw his head over Rex’s shoulder, his hot breath ghosting over Rex’s cheek, his body clenching down on Rex’s cock as he wheezed out an exultant cry. “Rex, fuck, that’s it,” he panted, hands grasping over Rex’s on the chair arms.

Rex pushed himself upward, knowing he’d be feeling this in the morning but _needing_ to feel Cody, angling for Cody’s prostate with each thrust. “I’m here,” he said lowly, “I’ve got you, I’m here, _I’m here_ ,” and he didn’t slow down when Cody’s pants against his neck harshened for a breath, two, because they both needed this. Needed the _proof_.

The constant slippery friction around his cock stoked the fire higher and higher and he knew he wouldn’t last. Cody had gone mostly limp, clenching around his cock and pushing back into his thrusts but not moving his head from where he tucked it into the curve of Rex’s neck. “Cody,” he panted, “Close, I’m close,” and tried to ask if he’d need a hand but couldn’t get the words out.

“Rex,” he heard Cody moan into his neck as he felt Cody tighten around him, “ _Yes,_ Rex.” He felt Cody clench around him again in a wave, Cody’s hands tightened around his and Rex stifled a groan into his neck, his teeth grazing the skin.

The ball of fire under his skin tightened, brightened, and – Cody _clenched_ one last time around him with a strangled groan as Rex hit his prostate and Rex couldn’t hold on any longer. He came with a groan, pumping his hips into Cody’s as much as he could, feeling Cody milk him, hearing Cody moan, “ _Yes_ , Rex, _fuck_.”

His legs felt like limp noodles and his arms just as bad, but Cody was still hot and hard over him even as Rex felt himself slowly soften. He slipped a hand out from under Cody’s, sliding it across the planes of Cody’s torso. He found a wet spot – precum dripping from Cody’s erection – and massaged it, listening to Cody’s low noises and feeling him begin to undulate above him.

“Cody, cyare, so good,” he hushed into Cody’s neck, “Look at you.” He wrapped his hand around Cody’s cock, still hard, and pumped it once-twice, tight enough to be felt. He let Cody arch into the touch and felt himself slip out, hummed, “ _Look_ at you, cyare.”

Cody grunted, trying to fuck into the hand on his cock, and panted, “Stop _looking_ and – fuck – get me off.” And Rex couldn’t argue with that.

He tightened his hand just enough, twisted on the upstroke, and felt Cody’s body twitch over his. If he hadn’t already been spent, he’d have been hard again, but his focus now was _Cody_ so he kept pumping, sinking another bite into the opposite side of his neck.

At the feeling of Rex’s teeth in his skin, Cody grunted, jackknifing upward, and came into Rex’s fist. He pulled Cody through it until he started shaking with the stimulation and then slowed to a stop.

“Fuck,” Cody sighed, letting his full weight lean back into Rex’s chest.

Rex hummed an agreement, leaning back into the chair to catch his breath. He couldn’t rest long before the sense-feeling of his own come dripping onto his groin motivated him to lean up and reach around Cody for the – there.

Cody asked, voice sounding half-drunk and indignant, “You keep _cleanup cloths_ in your _office_?” as Rex pulled the squares of soft cloth out of the drawer.

“If you have to know,” Rex replied, “they’re good for sneezes, too and they’re _washable_.” He set to gently wiping the worst of the mess off his cyare, gentle over the red bitemarks.

Cody grunted. “Soft, too,” he conceded. His weight shifted over Rex as he groaned and stretched before stumbling up to a semi-upright position.

Before Cody could step away, Rex swiped the rag through his crack, gathering the worst of the mess. He dropped the soiled rag and used another to clean himself. He left his kama and blacks for lost until he could pull out the cleaning solutions the heavy fabric needed but gave his cuisses a cursory wipe to get the worst of the lube and come off.

He looked up to find Cody half in his lower blacks, leaning against the wall, gaze down and half-aware. “Cody,” he said, standing on wobbly knees, “I’ve got you. Let’s get you dressed, cyare, and then we can find a refresher.”

Cody looked up as he stepped closer, kneeling to pull the lower blacks up over Cody’s hips. “Rex,” he sighed, and Rex could have kicked himself for not pulling Cody to his bunk. This would have been _so much easier_ in his bunk with his officer’s-privilege private refresher.

But he wasn’t in his bunk, and he wasn’t going to force Cody to walk around the 501st’s barracks half-dressed in his already-vulnerable state. “C’mon, cyare,” he said, “Upper blacks, now.” Cody let him help pull the fabric over his head, and all Rex wanted to do was bundle him up in his bunk and hold him together.

Cody’s eyes focused as Rex brought his armor over and he knelt down to pull on his boots. Rex hoped he had the presence of mind to finish as he turned away to find his own upper blacks and chest armor. His knees wobbled as he made his way to where he’d dropped his pauldron, fastening his left vambrace on as he went, and he caught himself on his desk.

“Rex?” he heard Cody ask, in that tone he had to ask, _You good?_

“I’m fine, cyare,” he replied, a little humor filtering into his voice, “You just wore me out.” He turned, pulling the straps of his pauldron tight, to find Cody armored except for his helmet, which he held at his side. Cody held out Rex’s helmet too, eyes unsure, and Rex took it before tugging Cody in for _kov’nyn_.

He breathed in as his forehead pressed into Cody’s, warm skin against warm skin, smelling faintly of sweat and sex, and a knot in his shoulders loosened. Cody was here, was alright as he could be. He heard Cody muffle a breath, lifted his free hand – gloved, but better than nothing – to cradle his head. “I’m here, Cody,” he murmured into the quiet between them. “We’re here.”

He swiped a rolling tear from Cody’s cheek and tugged him closer, pressing them chest-to-chest for a beat before pulling away and ducking to look into Cody’s downturned eyes. “Let’s go get cleaned up,” he offered.

“Yeah,” Cody breathed. “Yeah.” Rex let him press into _kov’nyn_ one last time, a desperate push, before pulling away and taking his cyare’s hand.

“Let’s get to my bunk,” he said, tugging lightly on Cody’s hand as he headed for his office door. He felt Cody follow and _didn’t_ feel him try to weasel out of his grip, so Rex hung on as they slipped into the hallway.

The hallway was empty and Rex could have _kissed_ Jesse – but not really – for keeping the way clear. The doors along the hall, leading to offices and squad bunkrooms, usually all at least partway open to allow friends to meet, were all closed in defiance of the hour, and his and Cody’s quiet footsteps were the only ones on their level.

He could feel Cody noticing and made sure to pull him slightly faster, his door was just – there. He keyed open his bunk’s door and shepherded Cody inside, closing the door behind himself and engaging the privacy lock.

He turned to find Cody already stripping out of his armor, almost mechanically, and echoed him. Plastoid clicked on the shelves installed for armor storage, piled high with two sets of armor instead of one, until at last they both could shrug out of their blacks.

Rex laid a gentle hand on Cody’s shoulder, loose and tired, and tugged him toward the ‘fresher. “Let’s get cleaned up, _really_ cleaned up,” he said into the quiet of the room.

Cody hummed and followed him into the sonics – the only water showers were the public ‘freshers connected to the rationing system, but sonics got one as clean as anything else. They stood together, the hum of the sonic washing over Rex’s ears as he looked Cody over, at the bites and the marks and the still vaguely glazed look in his eyes.

The sonics clicked off and Rex grabbed two sets of the sleep shorts he rarely wore, handing one set to Cody. Cody eyed his with disdain and dropped them on the floor of the ‘fresher, and Rex took the hint.

They moved together toward Rex’s bunk, before Rex stalled and remembered – “You should comm your Lieutenant so he doesn’t send out a search party.”

Cody grunted, half on the bunk already, and about-faced for his comm. He grunted out a message – “I’m all clear. I’ll find you tomorrow after firstmeal.” – and turned back around to the bunk. Rex watched him with a faint smile, letting Cody take the side facing the wall, the _safe_ side, before flicking off the light and planting his own body between Cody and the door.

He curled around Cody’s body, arm reaching over to encircle his chest, tangling their legs. Yes, this was what he needed. Cody solid and warm against him, the safety of his own bunk, the knowledge that they were both alive and well.

Cody slowly relaxed into his hold as Rex hummed idly, _Vode An_ sliding into _Dha Werda Verda_ into a song he’d heard on the holonet. “I’m here,” Rex hushed into the darkness against the back of Cody’s neck. “We’re here.”

He felt Cody nod, and he felt the last of the tension in his cyare’s shoulders unwind. With a tuneless hum, he settled himself deeper into his bunk, letting the even breaths of his cyare soothe him into sleep.

They were together, even if only for the moment, and they were alive. All was well, there in the embrace of the darkness.

**Author's Note:**

> Drop a review or a kudos if you enjoyed!


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